FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
1. Name and Address of Reporting Person * JOHNSON GREGORY E 2. Issuer Name and Ticker or Trading Symbol FRANKLIN RESOURCES INC [ BEN ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)__X__ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Executive Chairman
(Last)         (First)         (Middle)
C/O FRANKLIN RESOURCES, INC., ONE FRANKLIN PARKWAY
3. Date of Earliest Transaction (MM/DD/YYYY)
11/8/2021
(Street)
SAN MATEO, CA 94403-1906
(City)       (State)       (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $.10  11/8/2021    A    23783  A $35.74  2271681  D   
Common Stock, par value $.10  11/8/2021    A    30245 (1) A  (2) 2301926 (3) D   
Common Stock, par value $.10                 6367.4718  I  By 401(k) (4)
Common Stock, par value $.10                 2565000  I  By Business Limited Partnership (5)
Common Stock, par value $.10                 8100  I  By Business Trust (6)
Common Stock, par value $.10                 243441  I  By Children or As Trustee For Children (7)
Common Stock, par value $.10                 21957  I  By Spouse (8)
Common Stock, par value $.10                 396000  I  By Venture Limited Partnership (9)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
(1)  On November 1, 2019 and November 5, 2020, the Reporting Person was granted certain restricted stock units subject to vesting over a three-year period based upon satisfaction of certain performance criteria. On November 8, 2021, the Issuer's Compensation Committee certified that certain performance criteria with respect to the Issuer's fiscal year ended September 30, 2021 were achieved, and therefore the amount of shares reported in Column 4 are scheduled to vest on December 1, 2021.
(2)  Not applicable.
(3)  Of the amount of securities beneficially owned, 124,301 shares represent unvested restricted stock and stock unit awards (which excludes the unvested restricted stock units scheduled to vest on December 1, 2021 as reported in Footnote 1).
(4)  Reporting Person holds shares in the Franklin Templeton 401(k) Retirement Plan. Information is based on a plan statement as of October 31, 2021.
(5)  Business limited partnership under control of Reporting Person.
(6)  Business trust for the benefit of Reporting Person and Reporting Person's children.
(7)  Shares held by Reporting Person's children or by Reporting Person as trustee for his children. Reporting Person disclaims beneficial ownership of such shares.
(8)  Shares held by Reporting Person's spouse. Reporting Person disclaims beneficial ownership of such shares.
(9)  Limited partnership under control of Reporting Person, and owned in part by irrevocable trusts for the benefit of Reporting Person's children. Reporting Person disclaims beneficial ownership of the children's trusts.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
JOHNSON GREGORY E
C/O FRANKLIN RESOURCES, INC.
ONE FRANKLIN PARKWAY
SAN MATEO, CA 94403-1906
X
Executive Chairman

Signatures
/s/ Virginia Rosas, Attorney-in-Fact 11/10/2021
**Signature of Reporting Person Date
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